Common use of Real and Personal Property Clause in Contracts

Real and Personal Property. The COMPANY has delivered to URSI an accurate list (Schedule 5.14) of (x) all real and personal property included (or that will be included) on the balance sheet of the COMPANY, (y) all other real and personal property of the COMPANY (including the COMPANY's Subsidiaries) with a value in excess of $2,500 (i) as of the Balance Sheet Date and (ii) acquired since the Balance Sheet Date, and (z) all leases for real and personal property to which the COMPANY or any of its subsidiaries is a party involving real or personal property having a value in excess of $2,500, including in the case of (z) true, complete and correct copies of all such leases and including in cases (x), (y) and (z) an indication as to which real and personal property is currently owned, or was formerly owned, by STOCKHOLDERS or business or personal affiliates of the COMPANY or STOCKHOLDERS. Except as shown on Schedule 5.14, all of the trucks and other material machinery and equipment of the COMPANY and the COMPANY's Subsidiaries listed on Schedule 5.14 are in good working order and condition, ordinary wear and tear excepted. All leases set forth on Schedule 5.14 are in full force and effect and constitute valid and binding agreements on the COMPANY (or a COMPANY Subsidiary, as applicable), and to the knowledge of the COMPANY, constitute valid and binding agreements on the other parties thereto (and their successors) thereto in accordance with their respective terms. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries that are material to the operation of their respective businesses are either owned by the COMPANY or the COMPANY's Subsidiaries or leased under an agreement indicated on Schedule 5.14. Schedule 5.14 shall, without limitation, contain true, complete and correct copies of all title reports and title insurance policies received or owned by the COMPANY or the COMPANY's Subsidiaries. The COMPANY has also provided in Schedule 5.14 a summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, with respect to which the COMPANY (or any of the COMPANY's Subsidiaries) has made any expenditure in the two-year period prior to the date of the Agreement in excess of $10,000, or which if pursued by the COMPANY (or such Subsidiary) would require additional expenditures of capital in excess of $10,000. Except as set forth on Schedule 5.14 and except for liens excepted in Section 7.3(vi)(1) and (3), there are no liens against the COMPANY's properties.

Real and Personal Property. The COMPANY has delivered to URSI VESTCOM an accurate list (set forth on Schedule 5.14) , of (x) all real and property, all personal property included (or that will be included) in "depreciable plant, property and equipment" on the balance sheet of the COMPANY, (y) COMPANY and all other real and personal property of the COMPANY (including the COMPANY's Subsidiaries) with a value in excess of $2,500 10,000 (i) as of the Balance Sheet Date and (ii) acquired since the Balance Sheet Date, and (z) all leases for real and personal property . The COMPANY has delivered to which the COMPANY or any of its subsidiaries is a party involving real or personal property having a value in excess of $2,500, including in the case of (z) VESTCOM true, complete and correct copies of all such leases for real properties on which are situated buildings, warehouses, workshops, garages and other structures used in the operation of the businesses of the COMPANY and leases for equipment (including computer equipment) under which the total lease payments without regard to optional renewals is in excess of $40,000 and including in cases (x), (y) and (z) an indication as to which real and personal property is assets are currently owned, or was were formerly owned, by STOCKHOLDERS or business or personal affiliates of the COMPANY or STOCKHOLDERS. Except as shown on Schedule 5.14, all 5.14 also contains the name and address of the trucks and other material machinery and equipment of each tenant or subtenant to which the COMPANY has let or sublet an owned or leased building or any part thereof, the date and the COMPANY's Subsidiaries listed on Schedule 5.14 are in good working order and condition, ordinary wear and tear exceptedexpiration date of each such lease or sublease. All leases set forth on Schedule 5.14 are in full force and effect and constitute valid and binding agreements on the COMPANY (or a COMPANY Subsidiary, as applicable)COMPANY, and to the best knowledge of the COMPANY, constitute valid and binding agreements on the other parties thereto (and their successorssuccessors thereto) thereto in accordance with their respective terms. Except as shown on Schedule 5.14, all of the material machinery and equipment of the COMPANY listed on Schedule 5.14 are in good working order and condition, ordinary wear and tear excepted. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries that are material to the operation of their respective its businesses are either owned by the COMPANY or the COMPANY's Subsidiaries or leased under an agreement indicated on Schedule 5.14. Schedule 5.14 shall, without limitation, contain true, complete and correct copies of all title reports and title insurance policies received or owned by the COMPANY or the COMPANY's Subsidiaries. The COMPANY has also provided in Schedule 5.14 a summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, with respect to which the COMPANY (or any of the COMPANY's Subsidiaries) has made any expenditure in the two-year period prior to the date of the Agreement in excess of $10,000, or which if pursued by the COMPANY (or such Subsidiary) would require additional expenditures of capital in excess of $10,000. Except as set forth on Schedule 5.14 and except for liens excepted described in Section 7.3(vi)(1) and (37.3(vi), there are no liens Liens against the COMPANY's 'S real and personal properties.

Real and Personal Property. The COMPANY has delivered to URSI Schedule 5.14 hereto contains an accurate -------------------------- list (Schedule 5.14) of (x) all real and personal property included (or that will be included) on the balance sheet of the COMPANYDecember 31, 1998 COMPANY Balance Sheet, (y) all other real and personal property of the COMPANY (including the COMPANY's Subsidiaries) with a value in excess of $2,500 (i) as of the Balance Sheet Date and (ii) acquired since the Balance Sheet Date, and (z) all leases for real and personal property to which the COMPANY or any of its subsidiaries is a party involving real or personal property having a value in excess of $2,5002,500 ("Material Leases"), including in the case of (z) true, complete and correct copies of all such leases Material Leases, and including in cases (x), (y) and (z) an indication as to which real and personal property is currently owned, or was formerly owned, by the STOCKHOLDERS or business or personal affiliates of the COMPANY or the STOCKHOLDERS. Except as shown on Schedule 5.14, all of the trucks and other material All machinery and equipment of the COMPANY and the COMPANY's Subsidiaries listed on Schedule 5.14 are is in good working order and condition, ordinary wear and tear excepted, except (i) as disclosed in Schedule 5.14 or (ii) where the cumulative effect of all failures to be in good working order and condition would not have a Material Adverse Effect. All leases set forth on Schedule 5.14 Material Leases are in full force and effect and constitute valid and binding agreements on of the COMPANY (or a COMPANY Subsidiary, as applicable), and to the knowledge of the COMPANY, constitute valid and binding agreements on the other parties thereto (and their successors) thereto in accordance with their respective terms. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries that are material to the operation of their respective businesses are either owned by the COMPANY or the COMPANY's Subsidiaries or leased under an agreement indicated set forth on Schedule 5.14. Schedule 5.14 shall, without limitation, contain contains true, complete and correct copies of all title reports received or owned by the COMPANY and title insurance policies received or owned by the COMPANY or with respect to the COMPANY's Subsidiariesreal property listed on Schedule 5.14. The COMPANY has also provided in Schedule 5.14 a summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves that involve the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing businessbusinesses, with respect to which the COMPANY (or any of the COMPANY's Subsidiaries) has made any expenditure in the two-year period prior to the date of the Agreement in excess of $10,000, or which if pursued by the COMPANY (or such Subsidiary) would require additional expenditures of capital in excess of $10,000. Except as set forth on Schedule 5.14 and except for liens excepted in Section 7.3(vi)(1) and (3), there are no liens against the COMPANY's real and personal properties.

Real and Personal Property. The COMPANY has delivered to URSI Schedule 5.14 hereto contains an accurate -------------------------- list (Schedule 5.14) of (x) all real and personal property included (or that will be included) on the balance sheet of the COMPANYSeptember 30, 1998 COMPANY Balance Sheet, (y) all other real and personal property of the COMPANY (including the COMPANY's Subsidiaries) with a value in excess of $2,500 (i) as of the Balance Sheet Date and (ii) acquired since the Balance Sheet DateSheet, and (z) all leases for real and personal property to which the COMPANY or any of its subsidiaries is a party involving real or personal property having a an individual value in excess of $2,5002,500 ("Material Leases"), including in the case of (z) true, complete and correct copies of all such leases Material Leases, and including in cases (x), (y) and (z) an indication as to which real and personal property is currently owned, or was formerly owned, by the STOCKHOLDERS or business or personal affiliates of the COMPANY or the STOCKHOLDERS. Except as shown on Schedule 5.14, all of the trucks and other material All machinery and equipment of the COMPANY and the COMPANY's Subsidiaries listed on Schedule 5.14 are is in good working order and condition, ordinary wear and tear excepted, except (i) as disclosed in Schedule 5.14 or (ii) where the cumulative effect of all failures to be in good working order and condition would not have a Material Adverse Effect. All leases set forth on Schedule 5.14 Material Leases are in full force and effect and constitute valid and binding agreements on of the COMPANY (or a COMPANY Subsidiary, as applicable), and to the knowledge of the COMPANY, constitute valid and binding agreements on the other parties thereto (and their successors) thereto in accordance with their respective terms. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries that are material to the operation of their respective businesses are either owned by the COMPANY or the COMPANY's Subsidiaries or leased under an agreement indicated set forth on Schedule 5.14. Schedule 5.14 shall, without limitation, contain contains true, complete and correct copies of all title reports received or owned by the COMPANY and title insurance policies received or owned by the COMPANY or with respect to the COMPANY's Subsidiariesreal property listed on Schedule 5.14. The COMPANY has also provided in Schedule 5.14 a summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves that involve the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing businessbusinesses, with respect to which the COMPANY (or any of the COMPANY's Subsidiaries) has made any expenditure in the two-year period prior to the date of the Agreement in excess of $10,00025,000, or which if pursued by the COMPANY (or such Subsidiary) would require additional expenditures of capital in excess of $10,00025,000. Except as set forth on Schedule 5.14 and except for liens excepted in Section 7.3(vi)(1) and (3), there are no liens against the COMPANY's real and personal properties. Schedule 5.14A contains a list of items which may have been acquired by the COMPANY but shall be transferred to the STOCKHOLDERS prior to the Closing.

Real and Personal Property. The personal property owned and leased by -------------------------- the COMPANY has delivered and the real property leased by the COMPANY include all assets and properties necessary for the COMPANY to URSI conduct its business as currently conducted. Attached hereto as Schedule 6.13 is an accurate list (Schedule 5.14) of (x) all real and personal property included (or that will be included) on the balance sheet of the COMPANYlist, (y) all other real and personal property of the COMPANY (including the COMPANY's Subsidiaries) with a value in excess of $2,500 (i) substantially complete descriptions as of the Balance Sheet Date and (ii) acquired since the Balance Sheet Date, and (z) of all leases for real and personal property to which the COMPANY or any of its subsidiaries is a party involving and a description of the real or and personal property having a value leased by the COMPANY thereunder, and including an indication as to which assets are now or were formerly owned by the STOCKHOLDER or affiliates (which term, as used herein, shall have the meaning ascribed thereto in excess Rule 144(a)(1) under the Securities Act of $2,5001933, including in as amended) of the case of (z) true, complete COMPANY. The STOCKHOLDER has heretofore delivered to USFLORAL true and correct copies of all such leases for equipment and including properties on which are situated buildings, warehouses and other structures used in cases (x), (y) and (z) an indication as to which real and personal property is currently owned, or was formerly owned, by STOCKHOLDERS or business or personal affiliates the operation of the COMPANY or STOCKHOLDERSbusiness of the COMPANY. Except as shown set forth on Schedule 5.146.13, substantially all of the trucks and other material trucks, machinery and equipment of the COMPANY and the COMPANY's Subsidiaries listed on Schedule 5.14 are in good working order and condition, ordinary wear and tear excepted, and the COMPANY has good and marketable title thereto and to all other personal property owned by it, free and clear of liens, encumbrances and claims of any kind. All leases set forth described on Schedule 5.14 are in full force 6.13 have been duly authorized, executed and effect delivered and constitute the legal, valid and binding agreements on obligations of the COMPANY (or a COMPANY Subsidiaryand, as applicable), and to the knowledge of the COMPANYSTOCKHOLDER, no other party to any such lease is in default thereunder and such leases constitute the legal, valid and binding agreements on the obligations of such other parties thereto (and their successors) thereto in accordance with their respective termsparties. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries that are material to in the operation of their respective businesses its business are either owned by the COMPANY or the COMPANY's Subsidiaries or leased under an agreement indicated set forth on Schedule 5.146.13. Schedule 5.14 shall, without limitation, contain true, complete and correct The STOCKHOLDER has heretofore delivered to USFLORAL copies of all title reports and title insurance policies received or owned held by the COMPANY him or the COMPANY's Subsidiaries. The COMPANY STOCKHOLDER has also provided in indicated on Schedule 5.14 6.13 a summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, with respect to which management of the COMPANY (has devoted any significant effort or any of the COMPANY's Subsidiaries) has made any expenditure in the two-two year period prior to the date of the Agreement in excess of $10,000this Agreement, or which if pursued by the COMPANY (or such Subsidiary) would require additional expenditures of capital in excess of $10,000. Except as set forth on Schedule 5.14 and except for liens excepted in Section 7.3(vi)(1) and (3), there are no liens against the COMPANY's propertiessignificant efforts or capital.

Real and Personal Property. The COMPANY has delivered to URSI Schedule 5.14 hereto contains an -------------------------- accurate list (Schedule 5.14) of (x) all real and personal property included (or that will be included) on the balance sheet of the COMPANYDecember 31, 1998 COMPANY Balance Sheet, (y) all other real and personal property of the COMPANY (including the COMPANY's Subsidiaries) with a value in excess of $2,500 50,000 (i) as of the Balance Sheet Date and (ii) acquired since the Balance Sheet Date, and (z) all leases for real and personal property to which the COMPANY or any of its subsidiaries is a party involving real or personal property having a value in excess of $2,50050,000 ("Material Leases"), including in the case of (z) true, complete and correct copies of all such leases Material Leases, and including in cases (x), (y) and (z) an indication as to which real and personal property is currently owned, or was formerly owned, by the STOCKHOLDERS or business or personal affiliates of the COMPANY or the STOCKHOLDERS. Except as shown on Schedule 5.14, all of the trucks and other material All machinery and equipment of the COMPANY and the COMPANY's Subsidiaries listed on Schedule 5.14 are is in good working order and condition, ordinary wear and tear excepted, except (i) as disclosed in Schedule 5.14 or (ii) where the cumulative effect of all failures to be in good working order and condition would not have a Material Adverse Effect. All leases set forth on Schedule 5.14 Material Leases are in full force and effect and constitute valid and binding agreements on of the COMPANY (or a COMPANY Subsidiary, as applicable), and to the knowledge of the COMPANY, constitute valid and binding agreements on the other parties thereto (and their successors) thereto in accordance with their respective terms. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries that are material to the operation of their respective businesses are either owned by the COMPANY or the COMPANY's Subsidiaries or leased under an agreement indicated set forth on Schedule 5.14. Schedule 5.14 shall, without limitation, contain The Company has provided to HDS true, complete and correct copies of all Material Leases and all title reports and title insurance policies received or owned by the COMPANY or with respect to the COMPANY's Subsidiariesreal property listed on Schedule 5.14. The COMPANY has also provided in Schedule 5.14 a summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves that involve the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing businessbusinesses, with respect to which the COMPANY (or any of the COMPANY's Subsidiaries) has made any expenditure in the two-year period prior to the date of the Agreement in excess of $10,00050,000, or which if pursued by the COMPANY (or such Subsidiary) would require additional expenditures of capital in excess of $10,00050,000. Except as set forth on Schedule 5.14 and except for liens excepted in Section 7.3(vi)(1) and (3), there are no liens against the COMPANY's real and personal properties.

Real and Personal Property. The COMPANY has delivered to URSI Schedule 5.14 hereto contains an accurate -------------------------- list (Schedule 5.14) of (x) all real and personal property included (or that will be included) on the balance sheet of the COMPANYDecember 31, 1998 COMPANY Balance Sheet, (y) all other real and personal property of the COMPANY (including the COMPANY's Subsidiaries) with a book value in excess of $2,500 either (i) as of the Balance Sheet Date and or (ii) acquired since the Balance Sheet Date, and (z) all leases for real and personal property to which the COMPANY or any of its subsidiaries is a party involving real or personal property having a value in excess of $2,50020,000 ("Material Leases"), including in the case of (z) true, complete and correct copies of all such leases Material Leases, and including in cases (x), (y) and (z) an indication as to which real and personal property is currently owned, or was formerly owned, by the STOCKHOLDERS or business or personal affiliates of the COMPANY or the STOCKHOLDERS. Except as shown on Schedule 5.14, all of the trucks and other material All machinery and equipment of the COMPANY and the COMPANY's Subsidiaries listed on Schedule 5.14 are is in good working order and condition, ordinary wear and tear excepted, except (i) as disclosed in Schedule 5.14 or (ii) where the cumulative effect of all failures to be in working order and condition would not have a Material Adverse Effect. All leases set forth on Schedule 5.14 Material Leases are in full force and effect and constitute valid and binding agreements on of the COMPANY (or a COMPANY Subsidiary, as applicable), and to the knowledge of the COMPANY, constitute valid and binding agreements on the other parties thereto (and their successors) thereto in accordance with their respective terms. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries that are material to the operation of their respective businesses are either owned by the COMPANY or the COMPANY's Subsidiaries or leased under an agreement indicated set forth on Schedule 5.14. Schedule 5.14 shall, without limitation, contain contains true, complete and correct copies of all title reports and title insurance policies received or owned by the COMPANY or the COMPANY's SubsidiariesSubsidiaries with respect to the real property listed on Schedule 5.14. The COMPANY has also provided in Schedule 5.14 a summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves that involve the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing businessbusinesses, with respect to which the COMPANY (or any of the COMPANY's Subsidiaries) has made any expenditure in the two-year period prior to the date of the Agreement in excess of $10,000, or which if pursued by the COMPANY (or such Subsidiary) would require additional expenditures of capital in excess of $10,000. Except as set forth on Schedule 5.14 and except for liens excepted in Section 7.3(vi)(1) and (3), there are no liens against the COMPANY's real and personal properties.

Real and Personal Property. The COMPANY has delivered to URSI VESTCOM an accurate list (set forth on Schedule 5.14) , of (x) all real and property, all personal property included (or that -20- 28 will be included) in "depreciable plant, property and equipment" on the balance sheet of the COMPANY, (y) COMPANY and all other real and personal property of the COMPANY (including the COMPANY's Subsidiaries) with a value in excess of $2,500 10,000 (i) as of the Balance Sheet Date and (ii) acquired since the Balance Sheet Date, and (z) all leases for real and personal property . The COMPANY has delivered to which the COMPANY or any of its subsidiaries is a party involving real or personal property having a value in excess of $2,500, including in the case of (z) VESTCOM true, complete and correct copies of all such leases for real properties on which are situated buildings, warehouses, workshops, garages and other structures used in the operation of the businesses of the COMPANY and leases for equipment (including computer equipment) under which the total lease payments without regard to optional renewals is in excess of $40,000 and including in cases (x), (y) and (z) an indication as to which real and personal property is assets are currently owned, or was were formerly owned, by STOCKHOLDERS or business or personal affiliates of the COMPANY or STOCKHOLDERS. Except as shown on Schedule 5.14, all 5.14 also contains the name and address of the trucks and other material machinery and equipment of each tenant or subtenant to which the COMPANY has let or sublet an owned or leased building or any part thereof, the date and the COMPANY's Subsidiaries listed on Schedule 5.14 are in good working order and condition, ordinary wear and tear exceptedexpiration date of each such lease or sublease. All leases set forth on Schedule 5.14 are in full force and effect and constitute valid and binding agreements on the COMPANY (or a COMPANY Subsidiary, as applicable)COMPANY, and to the best knowledge of the COMPANY, constitute valid and binding agreements on the other parties thereto (and their successorssuccessors thereto) thereto in accordance with their respective terms. Except as shown on Schedule 5.14, all of the material machinery and equipment of the COMPANY listed on Schedule 5.14 are in good working order and condition, ordinary wear and tear excepted. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries that are material to the operation of their respective its businesses are either owned by the COMPANY or the COMPANY's Subsidiaries or leased under an agreement indicated on Schedule 5.14. Schedule 5.14 shall, without limitation, contain true, complete and correct copies of all title reports and title insurance policies received or owned by the COMPANY or the COMPANY's Subsidiaries. The COMPANY has also provided in Schedule 5.14 a summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, with respect to which the COMPANY (or any of the COMPANY's Subsidiaries) has made any expenditure in the two-year period prior to the date of the Agreement in excess of $10,000, or which if pursued by the COMPANY (or such Subsidiary) would require additional expenditures of capital in excess of $10,000. Except as set forth on Schedule 5.14 and except for liens excepted described in Section 7.3(vi)(1) and (37.3(vi), there are no liens Liens against the COMPANY's 'S real and personal properties.

Real and Personal Property. The COMPANY has delivered to URSI Schedule 5.14 hereto contains an accurate -------------------------- list (Schedule 5.14) of (x) all real and personal property included (or that will be included) on the balance sheet of the COMPANYDecember 31, 1998 COMPANY Balance Sheet, (y) all other real and personal property of the COMPANY (including the COMPANY's Subsidiaries) with a value in excess of $2,500 (i) as of the Balance Sheet Date and (ii) acquired since the Balance Sheet DateSheet, and (z) all leases for real and personal property to which the COMPANY or any of its subsidiaries is a party involving real or personal property having a value in excess of $2,5002,500 ("Material Leases"), including in the case of (z) true, complete and correct copies of all such leases Material Leases, and including in cases (x), (y) and (z) an indication as to which real and personal property is currently owned, or was formerly owned, by the STOCKHOLDERS or business or personal affiliates of the COMPANY or the STOCKHOLDERS. Except as shown on Schedule 5.14, all of the trucks and other material All machinery and equipment of the COMPANY and the COMPANY's Subsidiaries listed on Schedule 5.14 are is in good working order and condition, ordinary wear and tear excepted, except (i) as disclosed in Schedule 5.14 or (ii) where the cumulative effect of all failures to be in good working order and condition would not have a Material Adverse Effect. All leases set forth on Schedule 5.14 Material Leases are in full force and effect and constitute valid and binding agreements on of the COMPANY (or a COMPANY Subsidiary, as applicable), and to the knowledge of the COMPANY, constitute valid and binding agreements on the other parties thereto (and their successors) thereto in accordance with their respective terms. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries that are material to the operation of their respective businesses are either owned by the COMPANY or the COMPANY's Subsidiaries or leased under an agreement indicated set forth on Schedule 5.14. Schedule 5.14 shall, without limitation, contain contains true, complete and correct copies of all title reports received or owned by the COMPANY and title insurance policies received or owned by the COMPANY or with respect to the COMPANY's Subsidiariesreal property listed on Schedule 5.14. The COMPANY has also provided in Schedule 5.14 a summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves that involve the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing businessbusinesses, with respect to which the COMPANY (or any of the COMPANY's Subsidiaries) has made any expenditure in the two-year period prior to the date of the Agreement in excess of $10,000, or which if pursued by the COMPANY (or such Subsidiary) would require additional expenditures of capital in excess of $10,000. Except as set forth on Schedule 5.14 and except for liens excepted in Section 7.3(vi)(1) and (3), there are no liens against the COMPANY's real and personal properties.

Real and Personal Property. The COMPANY has delivered to URSI Schedule 3.14 sets forth an accurate -------------------------- ------------- list (Schedule 5.14) of (x) all real property owned or leased by the Company or any Subsidiary (collectively, the "Real Property"), and all personal property included (or that will be included) in "property and equipment" on the balance sheet of the COMPANY, (y) Interim Balance Sheet and all other real and personal property of owned or leased by the COMPANY (including the COMPANY's Subsidiaries) Company or Subsidiary with a value in excess of $2,500 2,000, and each piece's original purchase price, depreciated value for book and tax purposes and current book value (ia) as of the Balance Sheet Date and (iib) acquired since the Balance Sheet Date, and (z) all leases for real and personal property to which the COMPANY or any of its subsidiaries is a party involving real or personal property having a value in excess of $2,500, including in the each case of (z) true, complete and correct copies of leases for material equipment and all such leases real properties on which are situated buildings, warehouses, workshops, garages and other structures used in the operation of the business of the Company and the Subsidiaries and also including in cases (x), (y) and (z) an indication as to which real and personal property is assets are currently owned, or was were formerly owned, by STOCKHOLDERS or business or personal affiliates of the COMPANY or STOCKHOLDERSCompany. Except as shown on Schedule 5.14, all All of the trucks and other material machinery and equipment of the COMPANY Company and the COMPANY's Subsidiaries listed on Schedule 5.14 3.14 are in ------------- good working order and condition, ordinary wear and tear excepted. All leases set forth on Schedule 5.14 3.14 are in full force and effect and constitute valid and ------------- binding agreements on of the COMPANY (Company or a COMPANY Subsidiarythe Subsidiary and, as applicable), and to the knowledge of the COMPANYCompany, constitute valid and binding agreements on the other parties thereto (and their successors) thereto enforceable in accordance with their respective terms. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries Company or any Subsidiary that are material to the operation of their respective businesses business are either owned by the COMPANY Company or the COMPANY's Subsidiaries Subsidiary or leased under an agreement indicated listed on Schedule 5.143.14. ------------- Schedule 5.14 shall, 3.14 includes without limitation, contain limitation true, complete and correct copies of ------------- all title reports and title insurance policies received or owned by the COMPANY Company or the COMPANY's Subsidiariesany subsidiary that are still in effect. The COMPANY has Schedule 3.14 also provided in Schedule 5.14 includes a ------------- summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves involving the opening of new operations, expansion of or any existing operations or the acquisition of any real property or existing business, with respect to which the COMPANY (or any management of the COMPANY's Subsidiaries) Company has made any material expenditure in the two-year period prior to the date of the Agreement in excess of $10,000this Agreement, or which if pursued by the COMPANY (Company or such Subsidiary) any Subsidiary would require additional material expenditures of capital in excess of $10,000. Except as set forth on Schedule 5.14 and except for liens excepted in Section 7.3(vi)(1) and (3), there are no liens against the COMPANY's propertiescapital.